Bankruptcy is a form of the worst repayment of creditors, where the liquidation of the company is followed by the loss of its jobs, professional and technological cores, know-how and intellectual property rights. The economic environment loses a business entity, which affects the established distribution chains, the competitiveness of the business environment, its unemployment rate and presents a variety of additional costs to the Treasury. For these reasons, where a profitable part of an insolvent company derives from its financial and legal due diligence, it is important to proceed in such a way to preserve this viable business core.
The current Slovenian insolvency legislation provides a wide range of effective ways to preserve a profitable part of an insolvent company. As part of the compulsory settlement procedure, the financial restructuring plan may determine a spin-off to be carried out by establishing a new company or several new companies as a restructuring measure, thus preserving the viable business core. Within the bankruptcy proceedings, a viable business core may be sold as an asset or share deal. This increases the bankruptcy estate and thus the repayment of the debtor’s creditors. An alternative to the judicial system is the out-of-court restructuring procedure, where no limits for solving financial difficulties apply and which achieves the same legal effects of preserving a profitable part of an insolvent company. Finally, the preservation of viable business cores can be carried out in the context of hybrid procedures with prior (out-of-court) conclusion of a master restructuring agreement and its subsequent judicial enforcement as s pre-packed deal.
Throughout the master’s thesis, the author presents, in detail, all the judicial and out-of-court legal institutes that enable the formation and preservation of profitable parts of an insolvent company and establish a comparative analysis between the respectful institutes. Finally, by going through various legal methods of formation and selling of profitable parts of an insolvent company, the author highlights key legal solutions of the existing system and defines the optimal way of preserving viable business cores.
|
